OPEN-END MORTGAGE DEED

                     THIS MORTGAGE SECURES FUTURE ADVANCES

            THIS OPEN-END  MORTGAGE DEED MADE THIS ____ day of September,  1997,
between  SONICS & MATERIALS,  INC., a Delaware  corporation  (the  "Mortgagor"),
having an address at __________________________, and delivered to BROWN BROTHERS
HARRIMAN & CO., a private bank (the "Mortgagee").

                             W I T N E S S E T H:

                                  Background

            WHEREAS,  in accordance  with the  provisions of a Credit  Agreement
dated of even date herewith (the "Credit Agreement"), Mortgagor has executed and
delivered to Mortgagee the following (each dated as of the date hereof):

            (1) its Bridge Loan Note (the "Bridge Loan Note")  pursuant to which
      Mortgagor  has agreed to pay to Mortgagee the principal sum of One Million
      Six  Hundred  Thousand  Dollars  ($1,600,000),  advanced by  Mortgagee  to
      Mortgagor,   with  interest  thereon,  all  according  to  the  terms  and
      conditions specified in the Bridge Loan Note, all of which
      are incorporated hereby by reference;

            (2) its Line of Credit Note (the "Line of Credit Note")  pursuant to
      which  Mortgagor  has agreed to pay to Mortgagee  the principal sum of One
      Million Five Hundred Thousand Dollars ($1,500,000),  advanced by Mortgagee
      to  Mortgagor,  with  interest  thereon,  all  according  to the terms and
      conditions  specified  in the  Line  of  Credit  Note,  all of  which  are
      incorporated hereby by reference; and

            (3) its Term Loan Note (the  "Term  Loan  Note")  pursuant  to which
      Mortgagor has agreed to pay to Mortgagee the principal sum of Four Hundred
      Twenty  Seven  Thousand  Dollars  ($427,000),  advanced  by  Mortgagee  to
      Mortgagor,   with  interest  thereon,  all  according  to  the  terms  and
      conditions  specified  in the Term  Note,  all of which  are  incorporated
      hereby by reference; and

            WHEREAS, improvements on the Mortgaged Premises (as defined
below) are to be erected or repaired; and

            WHEREAS,  Mortgagee  has  agreed to make the loan  evidenced  by the
Bridge  Loan  Note  to be  paid  over  to  Mortgagor  in  installments  as  work
progresses, the time and amount of each advancement to be at the sole discretion
and  upon  the  estimate  of  Mortgagee,  so that  when  all of the  work on the
Mortgaged  Premises shall have been completed to the  satisfaction of Mortgagee,
said  Mortgagee  shall then pay over to the Mortgagor  any balance  necessary to
complete the full loan of $1,600,000; and

            WHEREAS, Mortgagor agrees to complete the erection or repair of said
buildings to the  satisfaction  of Mortgagee  within a reasonable  time from the
date hereof or at the latest on or before December 31, 1997; and

            WHEREAS, The Connecticut  Development  Authority expects to issue to
the Mortgagee its Industrial Development Revenue Bond (Sonics & Materials,  Inc.
Project),  Series of 1997 in the aggregate  principal amount of $2,945,000,  the
proceeds  of which  will be  advanced  to or for the  benefit  of  Mortgagor  to
refinance the Bridge Loan Note and to pay additional  costs of the  Construction
Project (as defined in the Credit Agreement).

            NOW, THIS OPEN-END MORTGAGE DEED that Mortgagor, in consideration of
the principal  indebtedness of the Mortgagor  evidenced by the Bridge Loan Note,
the Line of Credit Note and the Term Loan Note  (collectively,  the "Notes") and
to secure the payment  thereof and of all other sums due or to become due to the
Mortgagee  under the Notes,  the Credit  Agreement,  this Mortgage and the other
documents  evidencing  or  securing  the  loans  (collectively,  the  "Financing
Agreements") and the performance of all of the other provisions of the Financing
Agreements  on the part of Mortgagor to be  performed,  has granted,  bargained,
sold, aliened,  released,  conveyed,  mortgaged and confirmed unto Mortgagee and
does hereby grant, bargain, sell, alien, release,  convey,  mortgage and confirm
unto  Mortgagee,  all of its  interests in that certain real estate  situated in
Newtown,  Connecticut,  as more  particularly  described on Exhibit "A" attached
hereto and made a part hereof (said real estate,  together with the Improvements
and Fixtures hereinafter described, being referred to herein collectively as the
"Mortgaged Premises"); and also

            TOGETHER  with all and  singular  the  buildings,  streets,  alleys,
passages,   ways,   waters,   watercourses,   rights,   liberties,   privileges,
improvements,  hereditaments and appurtenances whatsoever thereunto belonging or
in any way appertaining, and the reversions and remainders and rents, issues and
profits thereof (collectively, the "Improvements"); and also

            TOGETHER with all and singular the fixtures now or hereafter
installed in the aforesaid premises (the "Fixtures"); and also

            TOGETHER with all right,  title and interest of the Mortgagor in and
to all equipment,  machinery,  furniture and fixtures (together with all related
attachments,  accessaries,  tools and parts) located on the Mortgaged  Premises,
whether now owned or hereafter  acquired  (collectively,  the  "Equipment"  and,
together  with  the  Mortgaged  Premises,  the  "Mortgaged  Property"),  and all
proceeds (including insurance proceeds) and products thereof;

            TO HAVE AND TO HOLD the Mortgaged Property and other property hereby
granted,  or  mentioned  and  intended  so to be, with the  appurtenances,  unto
Mortgagee,  its  heirs,  executors,   administrators,   successors  and  assigns
(including any Person  succeeding to the rights of the Mortgagee as a transferee
of the Notes), to its or their own use forever.

            PROVIDED ALWAYS,  that if Mortgagor shall promptly and fully pay and
discharge all sums  outstanding and becoming due under the Financing  Agreements
and shall perform all the other provisions  therein  contained,  then the estate
hereby  granted  shall cease,  terminate and become void,  but  otherwise  shall
remain in full force and effect.

            AND MORTGAGOR HEREBY FURTHER COVENANTS AND AGREES WITH MORTGAGEE
AS FOLLOWS:

            1. Warranty of Title1.  Warranty of Title.  The  Mortgagor  warrants
that:  the  Mortgagor has good and  marketable  title to an estate in fee simple
absolute in the Mortgaged  Premises and the Fixtures;  that the Mortgagor has or
will have good title to the Equipment;  this Mortgage is a valid and enforceable
first  lien  on the  Mortgaged  Property;  subject  to the  liens  and  security
interests listed on Exhibit E to the Credit Agreement;  and the Mortgagee shall,
subject to the Mortgagor's  rights of possession prior to any default hereunder,
quietly  enjoy and possess the Mortgaged  Property.  The  Mortgagor,  at its own
expense,  shall  preserve  such title and the  validity and priority of the lien
hereof and shall forever  warrant and defend the same to the  Mortgagee  against
the claims of all persons and parties whomsoever.

            2.  Covenants of Mortgagor.  Mortgagor will pay to the Mortgagee all
amounts  due under the Notes  with  respect  to the  principal  of and  interest
accrued on the Notes and all other sums due and becoming due under the Financing
Agreements, all such payments to be made as and when due. Mortgagor will observe
and perform all of the terms, conditions and provisions on the part of Mortgagor
to be observed and  performed  under the  Financing  Agreements,  and  Mortgagor
shall, at its own expense,  preserve, protect and defend the title, validity and
priority of this Mortgage against all claims and demands whatsoever.

            3. Security Agreement;  Fixtures Filing.  Mortgagor hereby grants to
Mortgagee a security  interest in the Equipment in  accordance  with the Uniform
Commercial  Code  as in  effect  in  the  State  of  Connecticut  (the  "Uniform
Commercial Code") and for such purpose this Mortgage shall constitute a security
agreement under the Uniform Commercial Code and, further,  shall be effective as
a financing  statement  filed as a fixture  filing under the Uniform  Commercial
Code with respect to the Fixtures. Mortgagor will furnish to Mortgagee from time
to  time  statements  and  schedules  further  identifying  and  describing  the
Equipment and such other  reports in connection  with the Equipment as Mortgagee
may reasonably request, all in reasonable detail.  Mortgagor shall further give,
execute,  deliver  and file or record in the proper  governmental  offices,  any
instrument,  paper  or  document,  including  but  not  limited  to one or  more
financing  statements  under  the  Uniform  Commercial  Code,   satisfactory  to
Mortgagee,  or take any action,  which Mortgagee may deem necessary or desirable
in order to create,  preserve,  perfect,  extend, modify, terminate or otherwise
affect any security  interest granted pursuant hereto, or to enable Mortgagee to
exercise or enforce any of its rights hereunder.

            4. Escrows.  Upon the  occurrence  of an Event of Default,  or of an
event that would,  with the passage of time or the giving of notice or both,  be
such an Event of Default,  under the Financing  Agreements,  Mortgagor shall, if
requested by Mortgagee,  also pay to the Mortgagee,  in monthly payments on each
Interest  Payment  Date,  installments  on account of the annual taxes and water
rents and  sewer  charges  assessed  or to be  assessed  against  the  Mortgaged
Premises,  and the  premiums on all  policies  of  insurance  held by  Mortgagee
pursuant to the provisions of Section 6 hereof, in amounts  sufficient to permit
the Mortgagee to pay said taxes,  water and sewer charges and insurance premiums
as and when they become due. Such installment  payments may be used by Mortgagee
for the  purposes  designated  at such  time or times as  Mortgagee  in its sole
discretion  may determine,  but may not be commingled  with the general funds of
Mortgagee,  and the interest payable thereon,  if any, and income therefrom,  if
any, shall be used by the Mortgagee for the benefit of Mortgagor.

            5.  Lienable  Charges.  Unless  the same are paid into  escrow  with
Mortgagee  pursuant to Section 4 hereof,  Mortgagor shall pay before they become
delinquent,  or shall procure the discharge or release of, all taxes  (including
corporate   taxes),   water  and  sewer  charges  and  other  charges,   claims,
assessments,  liens and encumbrances  now or hereafter  assessed with respect to
the Mortgaged  Property and the  improvements  thereon which shall or might have
priority in lien or payment to the  indebtedness  secured by this Mortgage,  and
shall  deliver the receipts for the same (or copies  thereof) to Mortgagee  upon
request of the Mortgagee.

            6. Insurance;  Damage by Casualty or  Condemnation.  Mortgagor shall
keep the Mortgaged Property insured for the benefit of Mortgagee against loss by
fire and other casualties and hazards  required by Mortgagee,  upon terms and in
companies  and  amounts  satisfactory  to the  Mortgagee,  and shall  assign and
deliver all such policies of insurance to the Mortgagee as additional  security,
with Mortgagee  named as mortgagee and as the loss payee thereon.  Mortgagee may
settle all claims under all such  policies  and may demand,  receive and receipt
for all moneys becoming payable thereunder.  Upon the occurrence of any casualty
damage or condemnation  to the Mortgaged  Property or any portion  thereof,  the
proceeds (a) under any policy of insurance  or (b) from any  condemnation  award
(or deed in lieu  thereof),  shall be paid  directly to the  Mortgagee,  and the
Mortgagee   shall   release  the  proceeds  to  Mortgagor  as  the   alteration,
reconstruction, repair, restoration or replacement of the damaged and/or untaken
portion,  as the case may be, of the Mortgaged Property  progresses,  subject to
the following conditions:

                  a.    Borrower is not in default under the terms,
                        covenants, and conditions of the Financing Agreements
                        or any other agreements between Borrower and Bank;

                  b.    Bank approves in writing the plans and specifications
                        for restoration;

                  c.    There are sufficient funds on deposit at all times
                        with Bank to complete the rebuilding, as certified by
                        an architect approved by Bank;

                  d.    Borrower provides suitable completion, payment and
                        performance bonds, and builder's all risk insurance
                        in form and amount acceptable to Bank;

                  e.    Bank shall have the option of applying, at par, any
                        surplus insurance proceeds which remain after
                        rebuilding to the reduction of the outstanding
                        principal balance of the indebtedness secured by this
                        Mortgage;

                  f.    Prior    to    any    disbursement,     an    inspecting
                        engineer/architect of Bank's choice, whose fees shall be
                        paid by Borrower,  shall  certify  completion of work in
                        place   in   accordance    with   approved   plans   and
                        specifications,  and in accordance  with all  applicable
                        building codes,  zoning ordinances,  and all other local
                        or federal governmental regulations; and

                  g.    Such other conditions as would customarily be
                        required by a local construction lender, or are
                        otherwise reasonable.

Mortgagor  shall deliver to the Mortgagee a renewal or  replacement of each such
policy not less than thirty (30) days prior to the expiration thereof,  together
with  evidence of the payment of all  premiums  due for such  policy.  Mortgagor
shall promptly  notify  Mortgagee upon the occurrence of any casualty  damage or
condemnation, or threatened condemnation, affecting the Mortgaged Property.

            7. Repair and Condition of Mortgaged Premises; Removal of Equipment.
Subject  to the  provisions  of  Section  6 above  with  respect  to any loss or
casualty,  Mortgagor  shall keep the  Mortgaged  Property in good  condition and
repair,  and  shall not  remove,  demolish  or  materially  alter the  Mortgaged
Premises,  nor commit or suffer  waste with  respect  thereto.  Mortgagor  shall
comply with all laws,  rules,  regulations and ordinances made or promulgated by
lawful authority which may now or hereafter  become  applicable to the Mortgaged
Property,  and Mortgagor shall prohibit any use of the Mortgaged  Property which
would  permit  the  confiscation  or seizure  thereof.  Mortgagor  shall  permit
Mortgagee's  agents at any  reasonable  time and from time to time to enter upon
the Mortgaged  Premises for the purpose of inspecting and appraising any part of
the  Mortgaged  Property.  Mortgagor  shall not take or permit any  action  with
respect to the Mortgaged  Property  which will in any manner impair the security
of this Mortgage.  The Mortgagor  shall not remove any of the Equipment from the
Mortgaged Premises without the prior written consent of the Mortgagee.

            8.  Mortgagee's  Right  to Cure.  In the  event  of the  failure  of
Mortgagor to pay the taxes,  water and sewer charges and other charges,  claims,
assessments, liens, or encumbrances described in Section 5 hereof, or to furnish
and pay for the  insurance  as set forth in  Section  6  hereof,  or to keep the
Mortgaged Property in good condition and repair as provided in Section 7 hereof,
Mortgagee  may, at its option,  but without any  obligation to do so, pay any or
all such items,  together with penalties and interest  thereon,  and procure and
pay for such insurance and repairs;  and Mortgagee may at any time and from time
to time advance such  additional sum or sums as Mortgagee in its sole discretion
may deem  necessary to protect the security of this  Mortgage.  All such sums so
paid or advanced by Mortgagee shall  immediately and without demand be repaid by
Mortgagor to Mortgagee,  together with interest  thereon at the Mortgagee's Base
Rate plus 2% on the indebtedness  evidenced  thereby,  and shall be added to the
principal  indebtedness secured by this Mortgage. The production of a receipt by
Mortgagee shall be conclusive proof of a payment or advance  authorized  hereby,
and the amount and validity thereof.

            9. Leases.  Mortgagor shall, if requested by Mortgagee,  and whether
or not there shall be any default under any of the Financing Agreements,  assign
to  Mortgagee,  as  additional  security,  any and all  leases now  existing  or
hereafter  created  covering any part of the Mortgaged  Premises.  The Mortgagor
does hereby  assign and pledge to the  Mortgagee all of its rights in and to any
lease on the  Mortgaged  Premises.  Mortgagor  hereby  assign  and  transfer  to
Mortgagee  any and  all  rents  now or  hereafter  issuing  from  the  Mortgaged
Premises, or any portion thereof, and Mortgagor agrees that, upon the occurrence
of an event of default,  or an event that would, with the passage of time or the
giving  of  notice  or  both,  be such an  event of  default,  under  any of the
Financing Agreements, Mortgagee may collect and apply the same to the payment of
any sum required to be paid by Mortgagor  thereunder,  in such order of priority
as Mortgagee in its sole discretion may determine.

            10.  Environmental.  (a) Mortgagor  represents and warrants that, to
the best of its knowledge based solely on the Environmental  Reports (as defined
below), and except for the use, storage and disposal of Hazardous  Substances in
the ordinary course of Mortgagor's business in compliance with all Environmental
Laws (as  defined  below) or as  disclosed  in the  Environmental  Reports,  the
Mortgaged   Premises  are  not  now  and  have  never  been  used  to  generate,
manufacture,   refine,  transport,  treat,  store,  handle,  dispose,  transfer,
produce,  process or in any manner deal with  Hazardous  Materials,  and that no
Hazardous Materials have ever been installed, placed or in any manner dealt with
on the Mortgaged  Premises,  and that no owner of the Mortgaged  Premises or any
tenant,  subtenant,  occupant, prior tenant, prior subtenant,  prior occupant or
person  (collectively,  "Occupant")  has  received any notice or advice from any
governmental  agency or any Occupant with regard to Hazardous Materials on, from
or affecting the Mortgaged Premises.

            The term "Environmental  Reports" as used in this Mortgage means the
following reports: (i) Phase II Environmental Site Assessment prepared by Heynen
Engineers  and  Associates,  Inc.  dated  November  13, 1987 (the "1987 Phase II
Report"),  (ii)  Review  of the  1987  Phase II  Reprot  prepared  by Land  Tech
Remedial,  Inc.  dated  March 28,  1996,  and (iii) Phase I  Environmental  Site
Assessmenet  and  Preliminary  Phase II Site  Assessment  prepared  by Land Tech
Remedial, Inc. dated August 14, 1997 (Land Tech Remedial Project #12567).

            The  term  "Hazardous  Materials"  as used in  this  Mortgage  shall
include,   without  limitation,   gasoline,   petroleum  products,   explosives,
radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic
substances,  polychlorinated biphenyls or related or similar materials, asbestos
or any material containing  asbestos,  or any other substance or material as may
be  defined  as a  hazardous  or  toxic  substance  by  any  Federal,  state  or
environmental law, ordinance, rule or regulation including,  without limitation,
The Comprehensive  Environmental  Response,  Compensation,  and Liability Act of
1980,  as amended (42 U.S.C.,  Sections 9601 et seq.),  The Hazardous  Materials
Transportation Act, as amended (49 U.S.C.,  Sections 1801 et seq.), The Resource
Conservation  and Recovery Act of 1976, as amended (42 U.S.C.,  Sections 6901 et
seq.),  the Federal  Water  Pollution  Control Act (33 U.S.C.  Sections  1251 et
seq.), The Clean Air Act (42 U.S.C. Sections 7401 et seq.),  Connecticut General
Statutes  (Rev.  1958)  Sections  22a-134,  22a-432(a)  and 22a-454,  and in the
regulations adopted and publications promulgated pursuant thereto.

            (b) Mortgagor  covenants  that the Mortgaged  Premises  shall not be
used to generate, manufacture, refine, transport, treat, store, handle, dispose,
transfer,  produce, process or in any manner deal with Hazardous Materials in an
unlawful  manner,  and Mortgagor  shall not cause or permit,  as a result of any
intentional  or  unintentional  act or omission on the part of  Mortgagor or any
present  or  future  Occupants,  any of the  following  to occur in an  unlawful
manner:  the  installation  or  placement  of  Hazardous  Materials in or on the
Mortgaged  Premises  or a release  of  Hazardous  Materials  onto the  Mortgaged
Premises  or onto any  other  property  or  suffer  the  presence  of  Hazardous
Materials on the  Mortgaged  Premises.  Mortgagor  shall comply with,  and shall
require  that all  tenants,  subtenants  and other  occupants  of the  Mortgaged
Premises comply with, all applicable federal,  state and local laws, ordinances,
rules and regulations  with respect to Hazardous  Materials,  and shall keep the
Mortgaged  Premises free and clear of any liens  imposed  pursuant to such laws,
ordinances,  rules and  regulations.  In the event that  Mortgagor  receive  any
notice or advice from any  governmental  agency or any  Occupant  with regard to
Hazardous  Materials  on, from or affecting the  Mortgaged  Premises,  Mortgagor
shall  immediately  notify  Mortgagee.  Mortgagor shall conduct and complete all
investigations,  studies,  sampling and testing, and all remedial,  removal, and
other actions necessary to clean up and remove all Hazardous  Materials on, from
or affecting the Mortgaged  Premises in accordance with all applicable  federal,
state,  and local  laws,  ordinances,  rules,  regulations,  and  policies.  The
obligations  and  liabilities of Mortgagor  under this Section shall survive the
foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure.

            (c) Mortgagor shall  indemnify and hold Mortgagee  harmless from and
against any and all liabilities,  losses,  damages or costs suffered or incurred
as a result of any claim,  demand,  cost or  judgment  in favor of a third party
(including  any  public  or  governmental  body)  arising  from  or  out  of the
generation, manufacture, refining, transportation, treatment, storage, handling,
disposal, transfer, production,  processing or any manner dealing with Hazardous
Materials  on or about the  Mortgaged  Premises  by the  Mortgagor  or any other
Person, including all costs of removal,  remediation,  abatement,  correction or
cleanup or any liability for personal injury to a third party arising  therefrom
or in connection  therewith.  The indemnity  set forth in this  paragraph  shall
survive the payment of the  indebtedness  secured hereby and the satisfaction of
this Mortgage.

            11. Expenses of Mortgagee.  Mortgagor  shall reimburse  Mortgagee on
demand for all reasonable costs and expenses  (including the reasonable fees and
expenses of legal counsel for  Mortgagee)  incurred in  connection  with (A) the
protection,  exercise or enforcement of Mortgagee's rights hereunder,  including
(without  limitation)  Mortgagee's  rights to (i) take  possession of all or any
part of the Mortgaged Property, (ii) hold the Mortgaged Property,  (iii) prepare
the Mortgaged  Property for sale or other disposition and (iv) sell or otherwise
dispose of the Mortgaged Property and (B) the assertion, protection, exercise or
enforcement  of  Mortgagee's  rights in any  proceeding  under the United States
Bankruptcy Code,  including  (without  limitation) the  preparation,  filing and
prosecution  of (i) proofs of claim,  (ii) motions for relief from the automatic
stay,  (iii) motions for adequate  protection and (iv)  complaints,  answers and
other pleadings in adversary  proceedings by or against Mortgagee or relating in
any way to any of the Mortgaged Property.

            12. Events of Default; Certain Remedies. If Mortgagor shall (a) fail
to pay any sum required to be paid by Mortgagor  (i) under the Notes when due or
under this Mortgage within ten (10) Business Days after the same becomes due and
payable as herein provided,  (b) be in default (subject to any applicable notice
and grace periods) under any Financing Agreement,  (c) fail to perform any other
provision  hereof on the part of  Mortgagor  to be  performed  and such  failure
continues for thirty (30) days following  written notice from Mortgagee,  or (d)
be declared  bankrupt or insolvent and the same is not  discharged  within sixty
(60) days, or if proceedings  under the Federal  Bankruptcy  Code or any similar
statute are  instituted  by  Mortgagor  or if such  proceedings  are  instituted
against  Mortgagor  and are not  discharged  within  sixty  (60)  days,  or if a
receiver is appointed  for all or any portion of the property of any  Mortgagor;
then in any  such  event  (each,  an  "Event  of  Default"),  at the  option  of
Mortgagee: (a) the whole unpaid balance of the principal indebtedness,  together
with all interest  thereon and all other sums hereby  secured,  shall become due
and payable immediately,  without notice to Mortgagor,  and shall be recoverable
by  Mortgagee  forthwith  or at any time or times  thereafter,  without  stay of
execution or other process; (b) Mortgagee may take possession of all or any part
of  the  Mortgaged  Property;   (c)  Mortgagee  may  apply  on  account  of  the
indebtedness hereby secured the balance of accumulated installment payments made
by Mortgagor for taxes,  water and sewer charges and  insurance  premiums  under
Section 4 hereof;  and (d) Mortgagee may forthwith exercise all other rights and
remedies  provided in the  Financing  Agreements,  or which may be  available to
Mortgagee  by law,  including  the right to  institute  foreclosure  proceedings
hereunder,  and all rights with  respect to the  Equipment  permitted  under the
Uniform  Commercial  Code.  All such rights and remedies shall be cumulative and
concurrent and may be pursued singly,  successively or together,  at Mortgagee's
sole discretion, and may be exercised as often as occasion therefor shall occur.

            13.  Operation  of  Mortgaged  Premises.  If  Mortgagee  shall  take
possession of the Mortgaged Premises as provided in Section 12 hereof, Mortgagee
may:  (a) hold,  manage,  operate and lease the same to  Mortgagor  or any other
person or persons on such terms and for such  periods of time as  Mortgagee  may
deem proper,  and the provisions of any lease made by Mortgagee  pursuant hereto
shall be valid and binding upon  Mortgagor's  notwithstanding  that  Mortgagee's
right of  possession  may  terminate or this Mortgage may be satisfied of record
prior to the  expiration of the term of such lease;  (b) make such  alterations,
additions,  improvements,  renovations,  repairs  and  replacements  thereto  as
Mortgagee  may deem proper;  (c)  demolish  any part or all of the  improvements
situate upon the Mortgaged Premises which in the reasonable business judgment of
Mortgagee may be in unsafe  condition  and  dangerous to life and property;  (d)
remodel such  improvements  so as to make the same available in whole or in part
for business  purposes;  and (e) collect the rents,  issues and profits  arising
from the Mortgaged Premises, past due and thereafter becoming due, and apply the
same,  in such order of priority as Mortgagee may  determine,  to the payment of
all  charges  and  commissions  incidental  to the  collection  of rents and the
management of the Mortgaged  Premises and all other sums or charges  required to
be paid by  Mortgagor  hereunder.  All  moneys  advanced  by  Mortgagee  for the
purposes  aforesaid and not repaid out of the rents collected shall  immediately
and without  demand be repaid by Mortgagor to Mortgagee,  together with interest
thereon at the Taxable Rate,  and shall be added to the  principal  indebtedness
hereby secured. The taking of possession and collection of rents by Mortgagee as
aforesaid  shall  not be  construed  to be an  affirmation  of any  lease of the
Mortgaged Premises or any portion thereof,  and Mortgagee or any other purchaser
at any foreclosure sale may (if otherwise  entitled to do so) exercise the right
to terminate any such lease as though such taking of possession  and  collection
of rents had not occurred.

            14. Releases and Extensions of Time. The granting of an extension or
extensions of time by Mortgagee with respect to the performance of any provision
of the Financing  Agreements  on the part of Mortgagor to be  performed,  or the
taking of any  additional  security,  or the waiver by  Mortgagee  or failure by
Mortgagee to enforce any provision of the  Financing  Agreements or to declare a
default with respect  thereto,  shall not operate as a waiver of any  subsequent
default or defaults or affect the right of  Mortgagee  to exercise all rights or
remedies stipulated herein and therein.

            15.  Restrictions on Transfers and Encumbrances.  It is specifically
agreed and understood  that  Mortgagor  shall not have the right to transfer the
benefit of the financing evidenced by the Financing  Agreements and the interest
rate therein  specified to any person acquiring title to the Mortgaged  Property
from Mortgagor. Unless Mortgagee gives its prior consent in writing, it shall be
an Event of Default under this Mortgage if Mortgagor (a) transfers,  or attempts
to transfer, directly or indirectly,  voluntarily or by operation of law, all or
any part of the Mortgaged  Property under and subject to this  Mortgage,  or (b)
further  encumbers  the  Mortgaged   Property,   voluntarily  or  involuntarily,
including,  without  limitation,  any lien junior or  subordinate to the lien of
this Mortgage,  and in any such event, the whole unpaid balance of the principal
indebtedness,  together  with all  interest  thereon  and all other sums  hereby
secured,  shall,  at  Mortgagee's  option,  become due and payable  immediately,
without notice.


            16.   Miscellaneous.

                  a. In the event that there is more than one party named herein
as Mortgagor,  the word  "Mortgagor"  wherever  occurring  herein shall mean the
plural.  The  obligation of each and every party hereto,  and also the authority
and powers conferred  herein,  shall be joint and several and shall inure to the
benefit of and bind each and every party hereto and its, his, her and their, and
each of their,  respective  heirs,  executors,  administrators,  successors  and
assigns.

                  b. Notices  hereunder  shall be in writing sent via registered
or certified  mail,  return receipt  requested,  or by express  courier  service
guarantying   overnight   delivery,   addressed  to  the  respective   addresses
hereinabove  set forth or to such other  address as either  party may  hereafter
specify by written notice to the other.

                  c.    This Mortgage may only be amended by an instrument in
writing signed by Mortgagor and Mortgagee.

                  d.    This Mortgage shall be governed by and construed in
accordance with the laws of the State of Connecticut.

                  e.  Capitalized  terms used but not otherwise  defined  herein
shall  have the  meanings  set forth in the  Financing  Agreements,  unless  the
context clearly otherwise requires.

                  f. This  Mortgage  shall  inure to the  benefit of the parties
hereto  and their  respective  successors  and  assigns,  including  any  person
succeeding to the rights of the  Mortgagee as the Owner of the Notes;  provided,
however,  that no  assignment  or  purported  assignment  of any benefit of this
Mortgage by the  Mortgagor,  whether by contract or by operation  of law,  shall
relieve the Mortgagor of its obligations hereunder.

            17. Open-End Mortgage.  This Mortgage is an "Open-end  Mortgage" for
the purposes of section 49-2(c) of the Connecticut General Statutes, as amended.
Subject to and upon the terms and conditions set forth in the Credit  Agreement,
including the conditions precedent set forth in the Credit Agreement,  including
the conditions  precedent set forth in Articles 2 and 3 of the Credit Agreement,
Mortgagee may make future advances to Mortgagor.  Any such advancements are made
pursuant to the Credit Agreement, which is a commercial revolving loan agreement
for the purposes of section  49-2(c) of the  Connecticut  General  Statutes,  as
amended.  The maximum principal amount of the indebtedness  authorized under the
Credit  Agreement  is up to Three  Million Five  Hundred  Twenty Seven  Thousand
Dollars  ($3,527,000.00  in the aggregate to be outstanding at any time.  Future
advances made under the Bridge Loan Note are due and payable in full on December
31,  1997  unless  sooner due and  payable  pursuant  to the  provisions  of the
Financing Agreements.  Future advances made under the Term Loan Note are due and
payable in full on September 30, 2000 unless sooner due and payable  pursuant to
the provisions of the Financing Agreements.  Future advances made under the Line
of Credit  Note are due and  payable in full upon  written  demand of  Mortgagee
unless  sooner due and  payable  pursuant  to the  provisions  of the  Financing
Agreements.  Mortgagor represents that it is a Delaware  corporation,  organized
for profit and engaged  primarily in  commercial,  manufacturing  or  industrial
pursuits and that the  indebtedness  evidenced by the Notes entails  advances of
all or  part  of the  loan  proceeds  and  repayments  of  all  or  part  of the
outstanding  balance  of the  indebtedness  evidenced  by the Notes from time to
time.

            18. Waiver of  Termination  Rights.  Mortgagor  hereby  waives,  for
itself and any of its permitted  assigns who assume this  Mortgage,  any and all
rights it or they may now or  hereafter  have under  section  49-2(c)(7)  of the
Connecticut  General  Statutes,  as amended,  or  otherwise,  to terminate or to
record a written  notice  terminating  the right of Mortgagee to make  "optional
future  advances",  as defined  under said  statutory  section,  secured by this
Mortgage or limiting such advances to not more than the amount actually advanced
at the time of the recording of such notice.

            19.   Prejudgment   Remedy  Waiver.   MORTGAGOR  HEREBY  REPRESENTS,
COVENANTS  AND AGREES  THAT THE  PROCEEDS  OF THE LOAN SHALL BE USED FOR GENERAL
COMMERCIAL PURPOSES AND THAT THE TRANSACTION OF WHICH THIS MORTGAGE IS A PART IS
A  "COMMERCIAL  TRANSACTION"  AS  DEFINED  BY  THE  STATUTES  OF  THE  STATE  OF
CONNECTICUT.  MORTGAGOR  HEREBY  WAIVES  ALL  RIGHTS TO NOTICE  AND PRIOR  COURT
HEARING OR COURT ORDER UNDER CHAPTER 903a OF THE CONNECTICUT  GENERAL  STATUTES,
SECTIONS  52-278A et seq.,  AS AMENDED,  OR UNDER ANY OTHER STATE OR FEDERAL LAW
WITH RESPECT TO ANY AND ALL PREJUDGMENT REMEDIES MORTGAGEE MAY EMPLOY TO ENFORCE
ITS RIGHTS AND REMEDIES  HEREUNDER.  MORE SPECIFICALLY,  MORTGAGOR  ACKNOWLEDGES
THAT MORTGAGEE'S  ATTORNEY MAY, PURSUANT TO CONNECTICUT GENERAL STATUTES SECTION
52-278f,  ISSUE A WRIT FOR A PREJUDGMENT  REMEDY WITHOUT SECURING A COURT ORDER.
MORTGAGOR ACKNOWLEDGES AND RESERVES ITS RIGHT TO NOTICE AND A HEARING SUBSEQUENT
TO THE ISSUANCE OF A WRIT FOR PREJUDGMENT  REMEDY BY MORTGAGEE'S  ATTORNEY,  AND
MORTGAGEE  ACKNOWLEDGES  MORTGAGOR'S  RIGHT TO SAID  HEARING  SUBSEQUENT  TO THE
ISSUANCE  OF SAID WRIT.  MORTGAGOR  FURTHER  HEREBY  WAIVES ANY  REQUIREMENT  OR
OBLIGATION OF MORTGAGEE TO POST A BOND OR OTHER SECURITY IN CONNECTION  WITH ANY
PREJUDGMENT  REMEDY  OBTAINED  BY  MORTGAGEE  AND WAIVES ANY  OBJECTIONS  TO ANY
PREJUDGMENT REMEDY OBTAINED BY MORTGAGEE BASED ON ANY OFFSETS,  CLAIMS, DEFENSES
OR COUNTERCLAIMS OF MORTGAGOR OR ANY OTHER PARTY PRIMARILY OR SECONDARILY LIABLE
UNDER ANY OF THE OTHER  LOAN  DOCUMENTS  TO ANY  ACTION  BROUGHT  BY  MORTGAGEE.
MORTGAGOR  ACKNOWLEDGES  AND AGREES  THAT ALL OF THE WAIVERS  CONTAINED  IN THIS
PARAGRAPH   HAVE   BEEN   MADE   KNOWINGLY,   VOLUNTARILY,   INTENTIONALLY   AND
INTELLIGENTLY, AND WITH THE ADVISE OF ITS COUNSEL.

            20.  Non-Merger.  In the event  Mortgagee shall acquire title to the
Mortgaged  Property  by  conveyance  from  Mortgagor  or  as  a  result  of  the
foreclosure of this Mortgage, this Mortgage shall not merge in the fee estate of
the  Mortgaged  Property  but shall  remain  and  continue  as an  existing  and
enforceable lien for the debt secured hereby until the same shall be released of
record by Mortgagee in writing.

            IN WITNESS  WHEREOF,  the Mortgagor has caused these  presents to be
duly executed, under seal, the day and year first above written.

Signed, Sealed and
Delivered in the
Presence of:

_______________________________________   SONICS & MATERIALS, INC.

_______________________________________   By:_______________________________
                                                Name:
                                                Title:

                                [CORPORATE SEAL]


<PAGE>



STATE OF ________________     :
                              :
COUNTY OF _______________     :

            On this, the ___ day of September,  1997, before me, the undersigned
officer, personally appeared ________________,  who acknowledged himself/herself
to be the  ______________ of SONICS & MATERIALS,  INC., a Delaware  corporation,
and that  he/she,  as such  officer,  being  authorized  to do so,  executed the
foregoing   instrument  for  the  purposes  therein  contained  by  signing  the
respective names of such corporation,  by himself/herself as such officer and as
the free act and deed of said corporation.

            IN WITNESS WHEREOF, I hereunder set my hand and official seal.



[SEAL]                              Notary Public
                                    My Commission Expires:


<PAGE>







PHTRANS:168951_5.WP5
                                   EXHIBIT A

                       Description of Mortgaged Premises